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HomeMy WebLinkAbout7693RESOLUTION NO. 76o3 A RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND TELELINK SYSTEMS, INC. RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT AND AUTHORIZING THE EXPENDITURE OF $795,000 THEREFOR FROM THE 1992 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECT FUND WHEREAS, TeleLink Systems, Inc. has expressed a willingness to locate its business activities within the City of Pueblo and has committed to employ one hundred ten (I 10) full time employees within the City of Pueblo, and WHEREAS, TeleLink Systems, Inc. through the Pueblo Economic Development Corporation has made application for funds from the 1992 Sales and Use Capital Improvement Project Fund, and WHEREAS, the City Council is willing to approve such application for funds upon the terms and conditions set forth herein.; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The City Council does hereby find and determine that TeleLink Systems, Inc.'s application for funds meets and complies with the criteria and standards established by Ordinance No. 5742 and will create employment opportunities justifying the expenditure of public funds. S ECTION 2 The Agreement dated August 28, 1995 between Pueblo, a municipal corporation and TeleLink Systems, Inc., a copy of which is attached hereto and incorporated herein, having been approved as to form by the City Attorney, is hereby approved. The President of the City Council is authorized to execute and deliver the Agreement in the name of the City and the City Clerk is authorized and directed to affix the seal of the City thereto and attest same. The Agreement dated December 12, 1994 between Pueblo, a Municipal Corporation and TeleLink Systems, Inc. is hereby cancelled and terminated. SECTION 3 Funds in an amount not to exceed $795,000 are hereby authorized to be expended and made available to TeleLink Systems, Inc. out of the 1992 Sales and Use Tax Capital Improvement Fund for the sole purpose of reimbursing it for the cost of the job creating capital improvement project described in the attached Agreement. The funds hereby authorized to be expended shall be released and paid by the Director of Finance to TeleLink Systems, Inc. after receipt (i) by the City Clerk of the documents required to be filed pursuant to paragraph 3(a) of the Agreement and (ii) by the Director of Finance of written requests for payment required by paragraph 3(c) of the Agreement. SECTION 4 This Resolution shall become effective upon final passage. ATTEST: City Cler INTRODUCED: August 28, 1995 By Al C4„rnilP Councilperson APPROVED: �)�% *Nv P sident of the City Council J:\ CITY \AIRPORT\TELELINK \RESOLUTI.WPD -2' AGREEMENT THIS AGREEMENT entered into as of August 28, 1995 between Pueblo, a municipal corporation (the "City ") and TeleLink Systems, Inc., a Delaware Corporation (the "Company "). WHEREAS, Company has expressed a willingness to locate its business within the City of Pueblo and in furtherance thereof has through the Pueblo Economic Development Corporation made application for funds with the City, and WHEREAS, the City has approved such application and will make funds available to Company subject to and upon the terms and conditions of this Agreement. As used in this Agreement, the following terms shall have the following meanings: "Company's Contribution" means the approximately $1,125,480 Company will spend to locate its business on the Property including the $795,000 to be advanced by City under this Agreement. "Full -Time Employee" means a person employed by Company to perform work at the Property for not less than thirty-two (32) hours per week. The term "Full -Time Employee" does not include independent contractors nor employees of independent contractors. "Monthly Employees" means the sum of the number of Full -Time Employees on each business day of a calendar month divided by the sum of the business days in such month. "Property" means leased space in the building located at 215 West 2nd Street, Pueblo, Colorado. 2. Company shall spend Company's Contribution in furtherance of Company's location of its business on the Property in an expeditious manner. 3. City will make available to Company funds in an amount not to exceed $795,000 to assist Company in the installation of tenant improvements and equipping the Property (the "City Funds "). Company shall spend City Funds as follows: $595,000 for the acquisition of equipment (telephone stations, dialer equipment, host /server network, administration PBX, customer service department, break area, verification department, and related or substituted equipment) and $200,000 for tenant improvements to the Property. City Funds will be advanced to Company subject to and contingent upon: (a) Company filing in the office of the City Clerk copies of the following: (i) certified copy of the resolution of the board of directors of Company approving this Agreement and authorizing its officers to execute and deliver this Agreement in the name of Company, (ii) an executed Lease for office space in the Property binding on Company for a term of not less than five (5) years, (iii) Certificate of Authority to conduct business in the State of Colorado issued by the Colorado Secretary of State, and (iv) evidence satisfactory to City that Company has spent or has lawfully committed to spend Company's Contribution. The date of such filings is herein referred to as "Closing." (b) All construction contracts for tenant improvements to the Property for which payment is sought from City shall be awarded after competitive bidding which allows qualified local contractors to reasonably participate in the competitive bidding procedures. (c) Company filing with the Director of Finance of City, within twenty -four (24) months from date of this Agreement, written requests for payment certified by an authorized officer of Company that the amounts included in the request for payment have not been included in any prior request for payment and are for the actual cost of either (i) equipment which is necessary and required to conduct Company's business on the Property to be acquired by Company and located on the Property, identifying the equipment purchased for which reimbursement is sought, including invoices, or (ii) tenant improvements to the Property, including statements from the architect or contractor that such improvements have been completed. 4. Company acknowledges that the primary purpose of City in entering into this Agreement and the sole benefit to the City for making funds available to Company hereunder is the creation of jobs. Therefore, Company represents and commits that it will employ at the Property not less than one hundred ten (110) Full -Time Employees (the "Employment Commitment "). 5. Notwithstanding anything contained herein to the contrary, if Company shall for any reason default in its Employment Commitment set forth in paragraph 4 hereof, Company shall repay to City a pro -rata portion of the funds advanced by City under paragraph 3 hereof based upon the number of Full -Time Employees employed by Company at the Property (the "Repayment Obligation "), as follows: (a) During the seven (7) year period starting January 1, 1996 and ending eighty - four (84) months thereafter (the "Repayment Period "), Company shall pay to City an amount each month equal to the Monthly Employees less than (i) during each month of the first twelve (12) months of the Repayment Period, fifty -five (55), and (ii) during each month of the balance of the Repayment Period, one hundred ten (110) employed at the Property by Company multiplied by Eighty -Six and No /100 Dollars ($86.00) (the "Company's Monthly Payments "). If the total of City Funds advanced to Company is less than $795,000, the $86.00 will be proportionately reduced. For example, if the total of City Funds advanced to Company is $795,000 and for the month of June 1998 the Monthly Employees was 90, the amount payable by Company to City during the month of July 1998 would be $1,720.00 (110 - 90 x $86.00). (b) Company's Monthly Payments, if any, shall be paid to the City without notice, demand, offset or deduction on or before the fifteenth (15th) day of each month during the Repayment Period and for one (1) calendar month thereafter at the office of the Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003. All past due Company's Monthly Payments shall bear interest at the rate of ten (10) percent per annum until paid. (c) Within fifteen (15) days after the end of each calendar month during the -2- Repayment Period and for one (1) calendar month thereafter, Company will submit to City's Director of Finance Company's statement showing the Monthly Employees for the preceding month and the basis upon which Monthly Employees and Company's Monthly Payment were computed certified by an officer of the Company to be true and correct. For purposes of verifying such employment, City shall have access to Company's books and records including payroll records. City will, however, respect the right of employees as to confidentiality of personnel records. All City Funds advanced to Company by City under this Agreement shall be deemed to be a debt of Company payable to City until Company performs and discharges its obligations hereunder including its Repayment Obligation contained in this paragraph 5 and shall be secured by a prior perfected security interest in Company's equipment and first deed of trust on the Property. Company shall provide all information and execute or cause to be executed all instruments required to grant to City a prior perfected security interest in Company's equipment and first deed of trust on the Property before City will advance any City Funds under this Agreement. 6. (a) City Council of City may, in its sole discretion, relieve Company, in whole or in part, from Company's Repayment Obligations set forth in paragraph 5, if the City Council, after hearing, finds and determines based upon competent evidence presented at such hearing that Company was prevented from complying with its Employment Commitment by reason of an act of God, or the elements, fire, explosion, strike, insurrection, riot, unavailability of materials, supplies or labor, interruption of transportation facilities, governmental laws, regulations or restrictions, or other causes beyond Company's reasonable control. The findings and decision of the City Council shall be final and binding upon Company and City. (b) Prior to instituting any proceedings to enforce Company's Repayment Obligation under paragraph 5, City shall give notice to Company in writing of its intention to institute such proceedings. If Company desires to seek relief pursuant to paragraph 6(a), Company, within twenty (20) days after receipt of City's notice, shall deliver to City its written request for relief specifying the grounds upon which such relief is sought. Within sixty (60) days after receipt of Company's request City will schedule a hearing before the City Council and give written notice to Company of the time and place of such hearing. Failure of Company to timely deliver its written request for relief or to appear and submit evidence in support of its request at a scheduled hearing shall constitute a waiver of any right of Company to a hearing before City Council. (c) No delay or failure by City to exercise its right to enforce Company's Repayment Obligation, and no partial or single exercise of that right, shall constitute a waiver of that right, unless the City Council otherwise expressly provides in its findings and decision made pursuant to paragraph 6(a). 7. If Closing does not occur on or before January 1, 1996, this Agreement shall terminate and City and Company shall be released and discharged from all obligations hereunder. 8. In the event of any litigation arising out of this Agreement, the court shall award to the prevailing party its costs and reasonable attorney fees. All such litigation shall be filed in the -3- District Court, County of Pueblo, State of Colorado and each party submits to the jurisdiction of that Court. Each party waives its right to a jury trial. 9. This Agreement expresses the entire understanding of the parties and supersedes any and all prior dealings and commitments with respect to the subject matter of this Agreement and may not be amended except in writing signed by City and Company. 10. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 11. Any notices hereunder shall be sufficiently given if given personally or mailed by first class mail, postage prepaid, addressed: (a) if to City, City Manager, City of Pueblo, 1 City Hall Place, Pueblo, Colorado, 81003, or (b) if to the Company, 707 Seventeenth Street, Suite 3730, Denver, Colorado, 80203, Attention: John D. Woods, Jr.; or to such other address as either party shall specify in written notice given to the other party. 12. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided Company may not assign this Agreement or any interest herein without the prior written consent of City. At the election of City, any assignment or attempted assignment without the consent of City shall be null and void. 13. The person signing this Agreement on behalf of Company represents and warrants that such person and Company have the requisite power and authority to enter into, execute, and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Company enforceable against Company in accordance with its terms. 14. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 15. This Agreement supersedes the December 12, 1994 Agreement between City and Company. Upon execution of this Agreement by City and Company, the December 12, 1994 Agreement shall terminate and cancel and each party shall be released from all obligations thereunder. Executed the day and year first above written. [SEAL] PUEBLO, A MUNICIPAL CORPORATION III ATTEST: By City C10A resident of the City Council [SEAL] ATTEST:_ Name: Title: TELELINK SYSTEMS, INC. By Name: ©14 &J 25, �JoEans _ S Title: C N No % Cc- n Federal Identification No. 47- 6718232 INDUCEMENT As an inducement to and in consideration of Pueblo, a Municipal Corporation entering into the foregoing Agreement and advancing funds to TeleLink Systems, Inc. thereunder, the undersigned as owner of the Property commonly known as 225 West 2nd Street, Pueblo, Colorado agrees to grant a first deed of trust in favor of the City of Pueblo to secure the performance of the foregoing Agreement by TeleLink Systems, Inc., including the payment of its Repayment Obligation described therein. Signed August , 1995. WOOD CO. REALTY, LLC, a Colorado Limited Liability Company By Nam J EIi�1nS s�. �.!'�ps Ste, Title: l lea t i� ern C�C� J:\ CITY\AIRPORT\TELELINK\AGREE.WPD -5 ED E City of Pueblo OFFICE OF THE CITY ATTORNEY 127 Thatcher Building PUEBLO, COLORADO 81003 TO: Gina Dutcher, City Clerk FROM: City Attorney RE: Telelink Systems, Inc. DATE: August 23, 1995 Please file the following documents relating to Telelink Systems, Inc. in your file with the Resolution approving the August 28, 1995 Agreement between Telelink Systems, Inc. and the City. (a) UCC -1 Financing Statement filed August 10, 1995 in the office of the Secretary of State as instrument no. 952060169M and attached Security Agreement (b) Certificate of Authority to Telelink Systems, Inc. (c) Certificate of Secretary of Telelink Systems, Inc. and copy of minutes (d) Resolution of WoodCo Realty, LLC (e) Letter dated August 21, 1995 from Telelink Systems, Inc. addressed to James E. Spaccamonti (f) Lease between Telelink Systems, Inc. and WoodCo Realty LLC. If you have any questions, please call me. Very truly yours, Thomas E. jgger sm enc. REVISED INSTRUCTIONS ON BACK UCC -1 UNIFORM COMMERCIAL CODE FINANCING STATEMENT 1ST DEBTOR CHECK IF APPLICABLE SSN /FED Tax ID . - 7- ,0 7/g` 3 Check One: :Kl Business ❑ This statement is to be recorded in the ❑ Personal real estate records ONLY Name (Last, 1st) TELELINK SYSTEMS, INC. ❑ Thin. - statement is to be filed in real Street 707 17tH Street, Suite 3730 estate AND UCC records. City, State, Zip Denver, CO 80202 ❑ The debtor is a transmitting utility. For Office Use Only COLORADO SECRETARY OF STATE - UCC1 75. M $16.00 1560 BROADWAY STE 200 SECRETARY OF STATE DENVER CO 80202 -5169 08-10-7 13:36 ....................................................................................................................... ............................... EvZd. mn ......................................................................... .............................................................................. 2ND DEBTOR ❑ Additional debtor(s) on attachment PLEASE CHECK APPROPRIATE BOX. THIS STATEMENT IS SIGNED BY THE SSN /FED Tax ID . Check One: ❑ Business SECURED PARTY INSTEAD OF THE ❑ Personal DEBTOR TO PERFECT A SECURITY Name (Last, 1st) INTEREST IN COLLATERAL Street ❑ Already subject to a security interest City, State, Zip in another jurisdiction when it was brought into this state, or when the debtor's location was changed to this 1ST SECURED ❑ Additional secured party on attachment state; PARTY ❑ Which is proceeds of the original col- lateral described below in which a security interest was perfected ❑ As to which the filing has lapsed; or Name (Last, ist) .PUEBLO, A MUNICIPAL CORPORATION ❑ Acquired after a change of name, Street .1 City Hall Place identity or corporate structure of the City, State, Zip ,Pueblo, CO 81003 debtor. FQld.Lim COLLATERAL CLASSIFICATION: ASSIGNED PARTY' El Addiiliohal assigned party on- attachm6nt (Supply full description) ❑ Accounts, Accounts Receivable Name (Last, 1st) ❑ Fixtures Street X Proceeds City, State, Zip N Equipment, Machinery (collateral Descriptions ❑ Livestock, Farm Animals, Etc. ❑ Contract Rights ❑ Inventory ❑ Products rAUG ❑ Truck, Car, Vehicle 1 ❑ Other TELELj SYSTEMS, INC. PUEBLO, MUNICIPAL CORPORATION Secured Par Signature(s) Debtor Sig ature(s) Party py Printed Name(s) Printed Name(s) President Title No. 602. Rev. 8 -93. FINANCING STATEMENT (UCC -1) Bradford Publishing, 1743 Wazee St., Denver, CO 80202 — (303) 292 -2500 — 10-93 101 Q.—W.— of Cfn1c 1pili— Offi —I SECURITY AGREEMENT Debtor: Name: TELELINK SYSTEMS, INC. Address: Residence No. Street City State Zip Code Business 707 17th Street, Suite 3730 Denver CO 80202 No. Street City State Zip Code Secured Party: Name: - PUEBLO, A MUNICIPAL CORPORATION Address: 1 City Hall Place Pueblo CO 81003 No. Street City State Zip Code Debtor, for consideration, hereby grants to Secured Party a security interest in the following property, and any and all property of like type now owned or hereafter acquired b� Debtor, together with all additions, accessions, substitutions, proceeds and products therefrom, including natural increase of livestock, all herein called the " Collatera ': All Debtor's equipment, including but not limited to, 48 Operation X 96 Lines Mosaix TM 5300 System To secure payment of the indebtedness evidenced by XXXXX XX }� y �y�y�{}�r�X and performance of the Agreement dated December 12, 1994 between Debtor and Secured Party and all other liabilities of Debtor to Secured Party, absolute or contingent, due or to become due, now existing or hereafter arising including liabilities arising because of funds advanced in the future at the option of Secured Party, all herein called the "OBLIGATIONS ". DEBTOR EXPRESSLY WARRANTS AND COVENANTS: The Collateral is used or bought primarily for: ❑ Personal, family or household purposes; ❑ Use in farming operations; X1 Use in business. 7 7t�Dl�Yo} �r�€ e�ikX�K3fI+f3fa�li�b�ie?;rltthe Collateral will be kept at Location 225 West 2nd Street County Pueblo State Colora If any of the Collateral is crops, oil, gas, or minerals to be extracted or timber to be cut, or goods which are or are to become fixtures, said Collateral concerns the following described real estate situate in the County of and State of Colorado, to -wit: The undersigned acknowledge receipt of a copy of this Security Agreement on date hereof, and agree that it includes and is subject to the ADDITIONAL PROVISIONS on the reverse side hereof, the same being incorporated herein by reference. Debtor: TELELINK SYSTEMS, INC. By this day of zy y 19 9 5 . Pr No. 651. Rev. 8 -90. SECURITY AGREEMENT Bradford Publishing, 1743 Wazee St., Denver, CO 80202 — (303) 292 -2500 — 1 -95 STAT'F K 7 �- 0 �'� . �� .��, U, 0 t DEPARTMENT OF STATE CERTIFICATE I, NATALIE MEYER, Secretary of State of the State of Colorado hereby certify that the prerequisites for the issuance of this certificate have been fulfilled in compli- ance with law and are found to conform to law. Accordingly, the undersigned, by virtue of the authority vested in me by law, hereby issues A CERTIFICATE OF AUTHORITY TO TELELINK SYSTEMS, INC., A DELAWARE CORPORATION. Dated: SEPTEMBER 1, 1988 SECRETARY OF STATE ■ ■ SS Form F1 FSev. 1/86 ` MAIL TO: Submit i duplicate Colorado Secretary of State Fling fee: S40.00 Corporations Office This document must be typewritten 1560 Broadway, Suite 200 Denver, CO 80202 (303) 866 -2361 APPLICATION FOR CERTIFICATE OF AUTHORITY Pursuant to the provisions of the Colorado Corporation Code the undersigned corporation hereby applies for a Certificate of Authority to transact business in your state, and for that purpose submits the following statement: FIRST: The name of the corporation is T e 1 e L i nk Systems, Inc. SECOND: The name which it elects to use in Colorado is T 1 T , i n k Systems , T n c _ (Note 1) THIRD: It is incorporated under the laws of Delaware FOURTH: The date of its incorporation is FIFTH: The address of its principal office in the state or country under the laws of which it is incorporated is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 Principal place of business in Colorado is 2552 East Al Ave 4 Denver, Colora 8`;209 (IF YOU DO NOT MAINTAIN A PLACE OF BU INESS IN COLORADO. STATE "NONE ") SIXTH: The address of its proposed registered office in Colorado is 1600 Broadway, Denver, 'Colorado 80202 , and the name of its proposed registered agent in Colorado at that address is The Corporation Company SEVENTH: The names and respective addresses of its directors and officers are: NAME OFFICE ADDRESS 2552 E. Alameda :ve . >0209 eve. 30209 John D. Woods President /Treasurer /Director 491, nPnvPr, CO 2552 E. Alameda Marion H Woods Director #91, Denver, CO 600 IBM Buildin Robert B. Womsley Secretary /Director Dayton, OH 4 54 Ci tes: 1. If the name of the corporation does not contain the word "corporation," "company," "incorporated," or "limited" or an abbreviation of one such words, insert the name of the corporation with the word or abbreviation with the word or abbrevia- tion which it elects to add thereto for use in this State. If the corporation "elects" to use a name other than the name used in the home state, the corporation must file a Certificate of Assumed or Trade Name form and submit an additional filing fee of 510.00. BJH OOa 85 2 s. EIGHTH: This application MUST BE ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING ISSUED BY THE JURISDICTION OF ITS INCORPORATION AND DATED WITHIN NINETY (90) DAYS OF THE FILING OF THE APPLICATION. Dated Ju 1 � Z I 19 �$$_ TeleLink Systems. Inc. (Note 2) B k ion P sident Wood and K7 Robert Its S:�7 (Note 3) B. Womsley and Its Authorized Agent Notes: 2. Exact corporation name of corporation making this application. 3. Signature and titles of officers signing for the corporation or for a corporation without such officers, the authorized agent. . SS FL -1 (Rev. 3/88) OF C 0\ i N O DEPARTMENT OF STATE Corporations Section 1560 Broadway, Suite 200 Denver, Colorado 80202 (303) 894 -2251 Notice of Filing of Articles of Incorporation or Application for Certificate of Authority Your Articles of Incorporation or Application for Certificate of Authority has been accepted and filed. The enclosed Certificate is issued to you as evidence of your corporate existence and authority to transact business in this state. As an authorized corporation, you are required to maintain continuously both a Registered Agent and a Registered Office in this state. Any change of Agent or Office requires the filing of a statement to that effect within thirty days of such change. In addition, every corporation is required to file a Corporate Report no later than May 1 st of each biennium (every other year). The first Corporate Report of a corporation is due in the second year following its date of incorporation or qualification in this state (e.g. if its date of incorporation or qualification in this state is in 1984 the first Report would be due in 1986 The Corporate Report will be mailed to your Registered Agent at the Registered Office as shown on our records and will not be forwarded by the post office, so please notify the Corporations Section of the changes discussed in the prior paragraph. If you are in need of any further service, please contact us. Our office hours are from 8:30 a.m. to 5 p.m., Monday through Friday. Telephone Number: 894 - 2251. Our best wishes for success in your new venture. CERTIFICATE I, Robert B. Womsley, do hereby certify that I am the duly elected, qualified and acting Secretary of Telelink Systems, Inc., a Delaware corporation (the "Corporation "); and that by unanimous written consent of the Directors of the Corporation on December 12, 1994, the following resolutions were adopted: RESOLVED, that the Corporation enter into an Agreement, a copy of which is attached hereto as Exhibit A, with the Pueblo Economic Development Corporation regarding a $795,000.00 payment from the City of Pueblo, Colorado, as an inducement to the Corporation to locate its business within the City of Pueblo, Colorado. FURTHER RESOLVED, that either John D. Woods, Sr., Chairman and Chief Executive Officer or John D. Woods Jr., President, be and hereby are authorized to execute said Agreement and all other documents necessary and appropriate to effectuate this Resolution and implement said Agreement with the City of Pueblo. I further certify that the foregoing resolutions remain in full force and effect and have not been altered, amended or rescinded as of the date of this CertiAcate. Date: July 24 1995 P Ro ert B. 0 Womsley Secretary 759850 \100RBW1.CER Corporate Resolution I, Marion H. Woods, do herby certify that I am the duly elected, qualified and acting Secretary of WoodCo. Realty LLC, a Colorado limited liability company, and that by unanimous consent of the directors of the company on August 18, 1995, the following resolutions were adopted: Be Resolved, that WoodCo. Realty LLC be authorized to sign an Inducement document dated August 18, 1995 as well as granting a first deed of trust on its property located at 225 West 2nd Street, Pueblo, Colorado. Further be it Resolved, that either John D. Woods, Chairman and Chief Executive Officer be and is hereby authorized to execute said document and other documents necessary and appropriate to effectuate this resolution and implement said document with City of Pueblo. I further certify that the foregoing resolutions remain in full force and effect and have not been altered, amended or rescinded as of the date of this certificate. - ---- -� 0 i �� a Marion H. Woods Secretary Dated this day, of 1995 N ary / My commision expires: MY COM MISSIO N b E XPIRES, UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF TELELINK SYSTEMS, INC. Pursuant to Section 8- 141(f) of the General Corporation Law of Delaware, the undersigned, being all of the Directors of Telelink Systems, Inc., a Delaware corporation (the "Corporation ") , do hereby affirmatively vote for, consent to and adopt the following resolutions: RESOLVED, that the Corporation enter into an Agreement, a copy of which is attached hereto as Exhibit A, with the Pueblo Economic Development Corporation regarding a $795,000.00 payment from the City of Pueblo, Colorado, as an inducement to the Corporation to locate its business within the City of Pueblo, Colorado. FURTHER RESOLVED, that either John D. Woods, Sr., Chairman and Chief Executive Officer or John D. Woods Jr., President, be and hereby are authorized to execute said Agreement and all other documents necessary and appropriate to effectuate this Resolution and implement said Agreement with the City of Pueblo. IN WITNESS WHEREOF, the undersigned Directors have executed this Consent as of the 12th day of December, 1994. To-h . Woods Sr. Mar'o An , W ods Robert Womsley 759850 \100RBW1.MTS August 21, 1995 Mr. James E. Spaccamonti, President Pueblo Economic Development Corporation P. O. Box 5807 Pueblo, CO 81002 Dear Jim: As part of the December 12, 1994, agreement with Pueblo, a municipal corporation (the "city") Telelink is required to provide $330,480 as its contribution to the new project. T E L E L I N K The following is provided to show how this obligation has been S Y S T E M S fulfilled: Capitalized Lease $258,000 07 sFVEVr E r- � -F E quit y in Bl $ 50 sui3F 3730 Q ty � g- , 000 E N V E 3 C 0, ° 9 A 0 2 0 2 Furniture & Fixtures $ 30.000 303.880.3989 $338,000 FAX 3 9 3 2 9 ° 1 2 9 1 In addition, we have $208,832 in trade in value on equipment we 303.294.1279 had to trade in to arrive at the net price listed in the purchase agreement. When this is taken into consideration the total contribution by Telelink Systems, Inc. Amounts to $546,832. Sincerely, hn . Woods, Sr. C /President 0 LEASE 35178- 20130 -102 TABLE OF CONTENTS ARTICLE I. Definitive Lease Terms ........... ............................... 1 Section 1.01 Building .............. ............................... 1 Section 1.02 Term ............... ............................... 1 Section 1.03 Commencement Date .... ............................... 1 Section 1.04 Minimum Rent ......... ............................... 1 Section 1.05 Adjusted Minimum Rent .. ............................... 2 Section 1.06 Use ................ ............................... 2 ARTICLE II. Alterations and Additions ......... ............................... 2 Section 2.01 Condition of Premises .... ............................... 2 Section 2.02 No Alterations ......... ............................... 2 ARTICLE III. Operating Expenses ............ ............................... 3 Section 3.01 Additional Rent ........ ............................... 3 Section 3.02 Payments ............ ............................... 3 Section 3.03 Extra Charges ......... ............................... 3 Section 3.04 Premises Maintenance Costs Defined ........................ 3 ARTICLE IV. Tenant Covenants ............. ............................... 5 Section 4.01 Care of Premises ....... ............................... 5 Section 4.02 Compliance with Law .... ............................... 5 Section 4.03 Tenant's Insurance ...... ............................... 5 Section 4.04 Tenant's Indemnification .. ............................... 6 Section 4.05 Utilities .............. ............................... 7 Section 4.06 Personal Property Taxes .. ............................... 7 Section 4.07 Liens ............... ............................... 7 Section 4.08 Surrender ............ ............................... 8 ARTICLE V. Landlord's Covenants and Rights ... ............................... 8 Section 5.01 Quiet Enjoyment and Subordination .......................... 8 Section 5.02 Alterations by Landlord ... ............................... 8 Section 5.03 Entry by Landlord ....... ............................... 9 ARTICLE VI. General Provisions ............. ............................... 9 Section 6.01 Assignment and Subletting ............................... 9 Section 6.02 Eminent Domain ........ ............................... 10 Section 6.03 Events of Default ....... ............................... 11 Section 6.04 Remedies Upon Default ... ............................... 12 Section 6.05 Damage by Fire or Other Casualty ........................... 14 Section 6.06 Subrogation ........... ............................... 15 ARTICLE VII. Miscellaneous Provisions ........ ............................... 15 Section 7.01 Administrative Service Charges ............................ 15 Section 7.02 Late Charges .......... ............................... 15 Section 7.03 Holding Over .......... ............................... 16 Section 7.04 Notices .............. ............................... 16 Section 7.05 Venue ............... ............................... 16 Section 7.06 Statutory Remedies Waiver ............................... 17 Section 7.07 Brokerage ............ ............................... 17 Section 7.08 Jury Trial Waiver ....... ............................... 17 Section 7.09 Force Majeure ......... ............................... 17 35178 - 20130 -102 1 Section 7.10 Severability ........... ............................... 17 Section 7.11 No Set -Off ............ ............................... 17 Section 7.12 Relationship of Parties .... ............................... 17 Section 7.13 Successors Bound ...... ............................... 18 Section 7.14 Interpretation .......... ............................... 18 Section 7.15 Time of the Essence ..... ............................... 19 Section 7.16 Easements ............ ............................... 19 Section 7.17 Short Form Lease ....... ............................... 19 Section 7.18 Assignment of Rents, Leases .............................. 19 Section 7.19 Intent of the Parties - Net Lease ............................ 19 Section 7.20 Environmental Provisions .. ............................... 19 Section 7.21 Status Statement ....... ............................... 21 Section 7.22 Definition of Lease ...... ............................... 22 35178- 20130 -102 11 LEASE THIS LEASE is entered into the S _ day of , ,,, ` , , 1995, by and between WOODCO REALTY LLC, a Colorado Limited Liability Company ( "Landlord "), having a principal place of business at 707 17th Street, Suite 3730, Denver, Colorado 80202, and TELELINK SYSTEMS, INC., a Colorado corporation ( "Tenant "), having a principal place of business at 707 17th Street, Suite 3730, Denver, Colorado 80202 (collectively referred to as "the Parties "). WITNESSETH: Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the Premises, as hereinafter defined. ARTICLE I. Definitive Lease Terms Section 1.01 Building. The "Premises" is that structure more commonly known and numbered as 225 West 2nd Street, Pueblo, County of Pueblo, State of Colorado, now or hereinafter constructed on the "Property" more fully described in Exhibit A -1, attached hereto and made a part hereof, and as shown on the Site Plan attached hereto and made a part hereof as Exhibit A -2. Section 1.02 Term The Term of this Lease shall be the period commencing on the Commencement Date as hereinafter defined and continuing for one hundred twenty (120) full months after the first day of the first full month following the Commencement Date, unless sooner terminated as provided in this Lease. Section 1.03 Commencement Date The Commencement Date of this Lease shall be September 1, 1995. The Termination Date shall be the last day of the Term of this Lease. Subsequent to the Commencement Date, the Landlord and Tenant shall execute an Addendum to this Lease, substantially in the form of Exhibit B hereto, setting forth the precise Commencement and Termination Dates. The Parties hereto acknowledge and agree that certain obligations under various articles and sections of the Lease may commence prior to the Commencement Date, including, but not limited to, hold harmless liability, and insurance, and the Parties agree to be bound by any such articles or sections prior to the Commencement Date. Section 1.04 Minimum Rent Tenant shall pay to Landlord as Minimum Rent, without notice or demand and without set off or deduction for any reason whatsoever, during the Term of this Lease the total sum of Two Hundred Fifty-Eight Thousand and No /100ths Dollars ($258,000.00) payable in advance in the following monthly installments: 35178- 20130 -102 1 MONTHS 1 through 120 PAYMENTS $2,150.00 per month Section 1.05 Adjusted Minimum Rent In addition to Minimum Rent, Tenant shall pay Adjusted Minimum Rent calculated annually by multiplying the Minimum Rent paid in the last calendar month of the immediately preceding year by twelve (12), then multiplying this product by a fraction, the numerator of which shall be the Consumer Price Index as published by the United States Department of Labor's Bureau of Labor Statistics for the first full month of the current calendar year less the Consumer Price Index of the United States Department of Labor's Bureau of Labor Statistics for the same month of the immediately preceding calendar year, and the denominator of which shall be the Consumer Price Index of the United States Department of Labor's Bureau of Labor Statistics for the same month of the immediately preceding calendar year, then dividing the product by twelve (12) to derive the monthly Adjusted Minimum Rent due during the current calendar year. Notwithstanding the foregoing, in no event shall the Minimum Rent be less than that set forth in Section 1.04 above. For purposes hereof, the Index referred to hereinabove shall be that which is presently designated as the All Urban Consumer Average with a base period equalling one hundred (100) in 1982 -1984, and specifically that portion of same relating to the City in which the Building is located or to the city geographically nearest the City in which the Building is located, respectively, according to fact. Section 1.06 Use The Premises shall be used and occupied by Tenant (and any permitted and approved subtenants and /or assignees of Tenant) only as general office use for tele- marketing, and Tenant shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord. ARTICLE II. Alterations and Additions Section 2.01 Condition of Premises Tenant accepts the Premises in its "AS IS" condition as the Commencement Date. The parties agree that the Premises are currently undergoing bot interior and exterior renovations at Tenant's sole cost and expense. Section 2.02 No Alterations Tenant shall not make or allow to be made any alterations, additions or improvements to the Premises or any part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any alterations, additions or improvements to the Premises excepting movable furniture and trade fixtures shall become the property of Landlord and shall be surrendered with the Premises. All alterations, additions or improvements to the Premises made or requested by Tenant shall be at Tenant's sole cost and expense. Upon the Termination Date or sooner termination of the Term, Tenant shall, at Tenant's sole cost and expense, remove any such alterations, additions or improvements designated by Landlord to be so removed and repair any damage to the Premises occasioned by such removal forthwith and with all due diligence. 35178- 20130 -102 2 ARTICLE III. Operating Expenses Section 3.01 Additional Rent All operating expenses of the Premises shall be paid directly by Tenant promptly when due as specified hereunder. Section 3.02 Payments Tenant shall contract for, and shall pay directly to all suppliers and vendors all charges for services hereinafter defined as Premises Maintenance Costs. Additionally, Tenant shall pay to Landlord as Additional Rent all sums paid by Landlord as Taxes as hereinafter defined. Any such sums shall be due and payable by Tenant within twenty (20) days of receipt of invoices (accompanied by photocopies of the tax bills) for same from Landlord. However, failure by Landlord to provide Tenant with an invoice shall not constitute a waiver by Landlord of its rights to recapture from Tenant Taxes for any one year. Any payments due under this Article 3 shall be prorated for any partial calendar year of the Term. Tenant's obligation to pay any amounts due under this Article III shall survive the Termination Date or earlier termination as herein provided. Section 3.03 Extra Charges Tenant agrees to pay as its obligation the entirety of all expenses incurred by Landlord which are solely attributable to Tenant's use and occupancy or which are incurred pursuant to Tenant's special request for additional services. Any such Extra Charges shall be due and payable by Tenant within twenty (20) days of receipt of invoices for same from Landlord. Section 3.04 Premises Maintenance Costs Defined "Premises Maintenance Costs" as used herein shall consist of all operating expenses of the Premises, including all expenditures or obligations made or incurred by Landlord or Tenant associated with the ownership, maintenance and operation of the Premises. Without limiting the generality of the foregoing, Premises Maintenance Costs shall include, without limitation, all costs attributable to the maintenance of the Premises including, without limitation, all parking areas (whether temporary or permanent), access roads, driveways, curbs, truckways, loading areas and docks, retaining walls, lighting facilities, comfort stations, pedestrian sidewalks, foundations, exterior and demising walls, roofs over the entire Premises, ramps, decorative walls, vacant areas, landscaped and planting areas and facilities, service lines or conduits for gas, water, electric, sewage, heating, ventilating, air conditioning, and lighting services, conduits and appurtenances for use by Tenant, and such other areas and facilities, whether within or outside the Premises, which may be located on the Premises. Maintenance of the Premises shall include, without limitation, the following: (i) All expenses in connection with making available for use by Tenant the parking facilities for the Premises including, but not limited to, all costs incurred for sweeping, cleaning, litter control, resurfacing, repainting, restriping, removal and replacement of pavement, curbs and car stops, and snow and ice removal; (ii) All supplies and materials used in the operation and maintenance of the Premises including, but not limited to, 35178- 20130 -102 3 uniforms, paper products, painting and replacement of worn out mechanical or damaged equipment; (iii) The cost of all utilities, including, but not limited to, the cost of water, electrical service, heating, lighting, air conditioning and ventilation; (iv) The cost of all maintenance and service agreements for the Premises and equipment therein, including, but not limited to, window cleaning, fire protection, sprinklers, exterminating and landscape maintenance of any kind; (v) Amortization and interest on the cost of capital improvement items, whether or not such improvement items result in, or are intended to result in, a reduction in Premises Maintenance Costs, or which are required to be installed under any governmental law, regulation or authority. All such costs shall be amortized over the reasonable life of the capital investment items, with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles and in no event to extend beyond the reasonable life of the Premises; (vi) Legal fees, and other professional services associated with the operation and maintenance of the Premises; and (vii) The cost of maintenance, repair and replacements of roofs, ceilings and exterior walls, gutters, glass, plate glass, windows, plumbing, pipes and fixtures, and other equipment. Section 3.05 Taxes Defined "Taxes" shall mean all taxes and assessments and governmental charges levied, whether by federal, state, county, municipal, or other taxing districts or authorities presently taxing the Premises, or by others, subsequently created or otherwise, and any other taxes or assessments attributable to real estate taxes and assessments or substitutes therefor or supplements thereto, upon, applicable, attributable or reasonably allocated to the Premises or any part thereof, or any improvement thereon, for any tax year or other tax period or partial tax year or period during the Term hereof. If and to the extent that due to a change in the method of taxation or assessment, any franchise, capital stock, capital, rent, income, profit or other tax or charge shall be deemed a substitute or supplement to the same, then all such items shall be included within the term Taxes for purposes of this Lease. Should Landlord dispute and contest the Taxes, all costs associated with such dispute or contest shall be considered Taxes for purposes of this Lease. 35178- 20130 -102 4 ARTICLE IV. Tenant Covenants Section 4.01 Care of Premises Tenant, at its sole cost and expense, shall take good care of the Premises throughout the Term and preserve same in the condition delivered to Tenant on the Commencement Date, normal wear and tear excepted. Tenant shall be responsible for all maintenance or repairs to the roof, structural elements, foundation, interior and exterior walls, plumbing, electrical, heating, air conditioning, ventilating, waste and sewer systems and equipment, doors and door frames, and window and window frames installed in or on the Premises. Tenant shall be responsible for cleaning the Premises as needed, and making repairs, replacements and alterations as needed. All repairs, replacements or improvements undertaken by Tenant under this Section 4.01 shall be performed in a good and workmanlike manner, using first quality materials and reputable contractors, and shall be of equal or better quality and utility to the original work. Tenant shall properly store, out of view of the public, and shall promptly and regularly remove from the Premises all garbage, trash, and rubbish. Tenant shall be responsible for all injury or damage of any kind or character to the Premises caused by Tenant, its agents, servants, independent contractors or by anyone using or occupying the Premises by, through or under Tenant. Tenant shall repair any such damage, and Tenant shall promptly pay the costs incurred therefor. Section 4.02 Compliance with Law Tenant shall neither use the Premises, nor permit any act to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or hereafter enacted or promulgated. Tenant shall neither do, nor permit any act to be done in or about the Premises, nor bring or store anything therein which is not appropriate to the permitted use of the Premises, nor which will in any way increase the existing rate of, or adversely affect, any fire or other insurance upon the Premises or any of its contents, or cause a cancellation of any insurance policy covering the Premises, any part thereof, or any of its contents. Section 4.03 Tenant's Insurance Tenant shall procure and maintain throughout the Term of the Lease, at its sole cost and expense, a policy or policies of insurance of the types and amounts as hereinbelow set forth: (A) Comprehensive public liability, property damage insurance and products liability insurance insuring against claims for personal injury, sickness, disease or death, and property damage suffered in or about the Premises, including independent contractor coverage, with limits of public liability coverage of not less than One Million Dollars ($1,000,000.00) per occurrence or with limits for bodily injury of not less than One Million Dollars ($1,000,000.00) per occurrence and property damage liability not less than One Million Dollars ($1,000,000.00); (B) Fire and extended coverage insurance covering the Premises and Tenant's inventory, personal property, fixtures, improvements, wall coverings, floor coverings, window coverings, alteration to furniture, equipment, lighting, ceilings, heating, ventilation and air conditioning equipment, interior plumbing and plate glass against loss or damage by fire, windstorms, hail, earthquakes, 35178- 20130 -102 5 explosion, riot, damage from aircraft and such other risks as are from time to time covered under "extended coverage" endorsements and special extended coverage endorsements commonly known as "all risks" endorsements, in an amount equal to the full replacement value thereof, (C) State Worker's Compensation Insurance, or other similar coverage, in the statutorily mandated amounts. It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit the liability of Tenant for its acts or omissions as provided in this Lease. All of the foregoing insurance policies (with the exception of Worker's Compensation Insurance to the extent not available under statutory law) shall name Landlord and such other interested parties as Landlord shall from time to time designate as insured as their respective interests may appear, and shall provide that any loss shall be payable to Landlord and any other interested parties as Landlord shall designate. All insurance required hereunder shall be placed with companies which are approved by Landlord and licensed to do business in the state of Colorado. All such policies shall be written as primary policies, noncontributing with and in excess of coverage which Landlord may carry. Tenant shall deliver copies of all such policies and all endorsements thereto, certified as true and complete by the issuer thereof, prior to the Commencement Date, or, in the case of renewals thereto, fifteen (15) days prior to the expiration of the prior insurance policy, together with evidence from the insurer that such policies are fully paid for, and that no cancellation, material change or non - renewal thereof shall be effective except upon thirty (30) days' prior written notice from the insurer to Landlord and its designees. If Tenant shall at any time fail to procure and /or maintain insurance as herein provided, Landlord shall be at liberty to do so as often as such failure shall occur without waiving any other rights under this Lease. Any premiums or other sums paid by Landlord in obtaining or maintaining such insurance shall be and become, and are hereby declared to be, Additional Rent hereunder, for the collection of which Landlord shall have all the remedies provided for in this Lease or by law for the collection of rent. Payment by Landlord of such premium or the carrying of Landlord of any such policy shall not be deemed to waive or release the default of Tenant with respect thereto. Tenant's failure to provide and maintain in force the insurance provided for herein shall be regarded as a default hereunder, entitling Landlord to exercise any or all of the remedies provided in this Lease upon the occurrence of an Event of Default. Section 4.04 Tenant's Indemnification Tenant shall indemnify and hold harmless Landlord from and against any and all claims, demands, causes of action, judgments and expense, and all loss and damage arising from Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other acts or things done, permitted or suffered by the Tenant in or about the Premises, and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or any officer, agent, employee, guest, or invitee thereof, and from all costs, attorneys' fees, and liabilities incurred in the defense of any such claim or any action or proceeding which may be brought against, out of or in any way related to this Lease. Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises from 35178- 20130 -102 6 any cause, and Tenant hereby waives all claims with respect thereof against Landlord. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises. Additionally, Tenant shall forever hold Landlord harmless from and against any and all claims, losses, damages, demands, causes of action, judgments and expense arising from any act or negligence of any other person in the Premises, and from all costs, attorneys' fees, and liabilities incurred resulting therefrom. Landlord or its agents shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from the dampness or any other cause whatsoever, except personal injury caused by or due to the negligence of Landlord. Landlord or its agents shall not be liable for interference with the electrical service, ventilation, or for any latent defect in the Premises. Section 4.05 Utilities. Tenant shall promptly pay for all water, gas, heat, light, power, and sewer charges, charges for telephone service, and all other services and utilities supplied to the Premises, together with any taxes thereon. Section 4.06 Personal P=M Taxes Tenant shall pay or cause to be paid before delinquency any and all taxes levied or assessed and payable during the term hereof upon all Tenant's leasehold improvements, equipment, furniture, fixtures, and other personal property located in the Premises. Section 4.07 Liens Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Tenant. Landlord may require, at Landlord's sole option, that Tenant shall provide to Landlord, at Landlord's sole cost and expense, a lien and completion bond in an amount equal to one and one -half (1 /2) times the estimated cost of any improvements, additions or alterations in the Premises which the Tenant desires to make, to insure Landlord against any liability for mechanic's and materialmen's liens and to insure completion of the work. Further, Tenant shall post the Property or take whatever actions are required to avail itself and Landlord of any statutory protections offered by the laws and statutes of Colorado. Should any mechanic's or other lien be filed against the Premises by reason of Tenant's acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be cancelled and discharged of record by bond or otherwise within twenty (20) days after notice by Landlord. Should Tenant fail to discharge said lien within twenty (20) days after receipt of notice from Landlord, Landlord may cure the lien. If Landlord elects to cure said lien, Tenant hereby agrees to reimburse Landlord for the amount of the lien plus an amount equal to ten percent (10 %) of said amount as administrative costs, all of which amount shall be deemed Additional Rent. The remedies herein provided shall be in addition to all other remedies available to Landlord. Section 4.08 Surrender Upon the expiration or other termination of the Term, and without further notice, Tenant shall peaceably and quietly quit and surrender to Landlord the Premises, broom clean, in as good a condition as existed on the Commencement Date, excepting only ordinary wear and tear, loss by fire, casualty and other causes beyond Tenant's control, repairs, 35178- 20130 -102 7 replacements and alterations permitted hereunder. Tenant's obligation to observe or perform this covenant shall survive the Termination Date or prior termination of the Term. The voluntary or other surrender of this Lease by Tenant or the cancellation of this Lease by mutual agreement of Tenant and Landlord shall not work a merger, and shall at Landlord's option terminate all or any subleases and subtenancies or operate as an assignment to Landlord of all or any subleases or subtenancies. Landlord's option hereunder shall be exercised by notice to Tenant and to all known sublessees or subtenants in the Premises or any part thereof. ARTICLE V. Landlord's Covenants and Rights Section 5.01 Quiet En oyment and Subordination Landlord covenants and agrees that, upon performance by Tenant of all of the covenants, obligations, conditions and provisions hereof on Tenant's part to be kept and performed, Tenant shall have, hold and enjoy the Premises, subject and subordinate to the rights set forth herein; provided, however, that no diminution or abatement of payments due hereunder shall be claimed by or allowed to Tenant for inconvenience or discomfort arising from the making of any repairs or improvements to the Premises, nor for any space taken to comply with any law, ordinance or order of any governmental authority, except as provided for herein. The obligation of Tenant to pay rent of all kinds hereunder is an independent covenant and an absolute obligation. Tenant's rights under this Lease are subject and subordinate to any easements presently existing or created in the future, the lien of any mortgage, which Landlord may now or hereafter place upon the Premises, or other liens or real estate taxes. Tenant accepts this Lease subject and subordinate to any easement, lease, mortgage or other lien presently existing and hereinafter created on the Premises, and to any renewals and extensions thereof. This subordination provision shall be self - operative, and no further instrument of subordination shall be required; provided, however, that Tenant agrees to execute and deliver, upon request, such further instrument(s) confirming this subordination as may be requested by Landlord, its mortgagee, or proposed mortgagee. Tenant hereby constitutes and appoints Landlord as Tenant's attorney -in- fact to execute any such instrument(s). Section 5.02 Alterations by Landlord Landlord may from time to time make repairs, replacements, changes or additions to the structure, systems, facilities and equipment in the Premises where necessary to service the Premises. In connection therewith, Landlord and /or its representatives may enter on or about the Premises with such material as Landlord may deem necessary, and may erect scaffolding and all other necessary structures on or about the Premises. Tenant waives and releases any claims for damage including loss of business resulting therefrom; provided, however, that in the exercise of its rights hereunder, Landlord shall not unreasonably interfere with the conduct of Tenant's business. Section 5.03 Entry by Landlord Landlord and Landlord's agents and representatives shall have the right to enter into and upon the Premises, or any part thereof, at all reasonable times for the following purposes: (A) Examining the Premises; 35178- 20130 -102 8 (B) Making such repairs or alterations therein as may be necessary in Landlord's sole judgment for the safety and preservation thereof; (C) Erecting, maintaining, repairing or replacing wires, cables, conduits, vents, HVAC equipment or plumbing equipment running in, to, or through the Premises; (D) Showing the Premises to prospective tenants; (E) Showing the Premises to prospective purchasers or mortgagees; (F) Posting notices of non - responsibility. Landlord may enter the Premises at any time in case of emergency without prior notice to Tenant. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults, safes and files, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises without liability to Tenant except for any failure to exercise due care for Tenant's property. Any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall under no circumstances be construed or deemed to be forcible or unlawful entry into or a detainer of the Premises, or an eviction, partial eviction or constructive eviction of Tenant from the Premises or any portion thereof, or disturbance of Tenant's use or possession of the Premises, and shall not relieve Tenant of its obligations hereunder. ARTICLE VI. General Provisions Section 6.01 Assignment and Subletting Tenant expressly covenants that it shall not, by operation of law or otherwise, assign, encumber or mortgage this Lease, or any part thereof, or permit the Premises to be used by others, except as expressly permitted herein, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. Any attempt by Tenant to assign, encumber or mortgage this Lease shall be null and void. The consent by Landlord to any assignment, mortgage, encumbrance, or use of the Premises by others shall not constitute a waiver of Landlord's right to withhold its consent to any other assignment, mortgage, encumbrance or use by others of the Premises. If Landlord shall consent to an assignment pursuant to a request from Tenant, Tenant shall cause to be executed by its assignee or sublessee an agreement to perform faithfully and to assume and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease for the period covered by the assignment to the extent of the space assigned. Further, Tenant may sublease all or a portion of the Premises to third parties without the prior written consent of Landlord; provided, however, that Tenant shall cause to be executed by its 35178- 20130 -102 9 sublessee(s) an agreement that the sublease is expressly subject to the terms and conditions of this Lease, that the sublessee shall be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease for the period covered by the sublease, and that Landlord may, in its discretion, pursue all remedies herein provided against sublessee, Tenant or both, jointly or severally. Section 6.02 Eminent Domain If during the Term all of the Premises shall be taken for any public or quasi public use under any statute or by the right of eminent domain, or purchased under threat of such taking, this Lease shall automatically terminate on the date on which the condemning authority takes possession of the Premises ( "Date of Such Taking "). If during the Term only part of the Premises is taken or purchased as set out in this Section 6.02, and if in the reasonable opinion of Landlord substantial alteration or reconstruction of the Premises is necessary or desirable as a result thereof, Landlord shall have the right to terminate this Lease by giving the Tenant at least thirty (30) days' written notice of such termination, and this Lease shall terminate upon the date specified in such notice. Notwithstanding the foregoing, if more than one -third (1/3) of the number of square feet in the Premises is included in such taking or purchase, Tenant shall have the right to terminate this Lease by giving Landlord at least thirty (30) days' written notice thereof, and this Lease shall terminate upon the Date of Such Taking. If either party exercises its right of termination hereunder, this Lease shall terminate on the date as provided above; provided, however, that no termination pursuant to notice hereunder may occur later than sixty (60) days after the Date of Such Taking. On any such date of termination under this Section 6.02, Tenant shall immediately surrender to Landlord the Premises and all interests therein under this Lease. Landlord may re -enter and take possession of the Premises and remove Tenant therefrom if necessary, and the Minimum Rent and other monies due shall abate on the date of termination, except that if the date of the termination differs from the Date of Such Taking, Minimum Rent and other charges shall abate on the later date in respect of the portion taken. After such termination, and on notice from Landlord stating the Minimum Rent and other monies then owing, Tenant shall forthwith pay Landlord such amounts. If any portion of the Premises (but less than the whole thereof) is so taken, and no rights of termination herein conferred are timely exercised, the Term of this Lease shall expire with respect to the portion so taken on the Date of Such Taking. In such event the Minimum Rent and other charges payable hereunder with respect to such portion so taken shall abate on such date, and the Minimum Rent and other charges thereafter payable with respect to the remainder not so taken shall be adjusted pro rata by Landlord in order to account for the resulting reduction in the number of square feet in the Premises. Upon any such taking or purchase, Landlord shall be entitled to receive and retain the entire award or consideration for the affected lands and improvements, and Tenant shall not have nor advance any claim against Landlord for the value of its property or its leasehold estate or the unexpired Term of the Lease, or for costs of removal or relocation, or business interruption 35178- 20130 -102 10 expense or any other damages arising out of such taking or purchase. Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and recovering for its own account from the condemning authority any award or compensation attributable to the taking or purchase of Tenant's improvements, chattels or trade fixtures, or the removal or relocation of its business. If any such award made or compensation paid to either party specifically includes any award or amount for the other, the party first receiving the same shall promptly account therefor to the other. Section 6.03 Events of Default If during the Term any one or more of the following acts or occurrences (any one of such occurrences or acts being hereinafter called an "Event of Default ") shall happen, Landlord may exercise the rights set forth in Section 6.04 of this Lease or otherwise provided at law or in equity: (A) Tenant shall fail to pay any Minimum Rent, Additional Rent, or other sums payable by Tenant under this Lease (or cure any other default which is curable by the payment of money) as and when the same shall become due and payable; or (B) Tenant shall default in the performance of or compliance with any of the other covenants, agreements, terms or conditions of this Lease to be performed by Tenant (other than any default curable by payment of money), and such default shall continue for a period of fifteen (15) days after written notice thereof from Landlord to Tenant, or, in the case of a default which cannot with due diligence be cured within fifteen (15) days, Tenant shall fail to proceed promptly after the giving of such notice and with all due diligence cure such default; or (C) Tenant shall be become insolvent or unable to pay its debts as they become due, or Tenant notifies Landlord that it anticipates either condition; Tenant takes any action to, or notifies Landlord that Tenant intends to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any state thereof; or a petition shall be filed against Tenant under any such statute, or Tenant or any creditor of Tenant notifies Landlord that it knows that such petition will be filed; or a receiver or other custodian shall be appointed for Tenant, whether or not the same shall relate to their interests in the leasehold; or (D) If, within sixty (60) days after the filing of an involuntary petition in bankruptcy against Tenant or the commencement of any proceeding against Tenant seeking any reorganization, composition, readjustment or similar relief under any law, such proceeding shall not have been dismissed; or if, within sixty (60) days after the appointment, without consent or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant, of all or any substantial part of the properties of Tenant or of all or any part of the Premises, such appointment shall not have been vacated or stayed on appeal or otherwise; or if, within sixty (60) days after the expiration of any such stay, such appointment shall not have been vacated, or if within sixty (60) days after the taking of possession, without the 35178- 20130 -102 11 consent or acquiescence of Tenant, by any governmental office or agency pursuant to statutory authority for the dissolution or liquidation of Tenant, such taking shall not have been vacated or stayed on appeal or otherwise; or (E) If the Premises shall be abandoned by Tenant, as shown by failure to occupy the Premises, for a period of thirty (30) days; or (F) If a tax lien or a mechanic's and /or materialmen's lien is filed against any property of Tenant, or Tenant does or permits to be done anything which creates a lien upon the Premises, and such lien is not discharged as herein provided; or (G) Tenant ceases to conduct business from the Premises. Section 6.04 Remedies Upon Default Upon the occurrence of any Event of Default, Landlord shall have the option to pursue any one or more of the following remedies without the notice or demand whatsoever: (A) Give Tenant written notice of intent to terminate this Lease on the date specified therein, whereupon Tenant's right to possession of the Premises shall cease and this Lease, except as to Tenant's liability, shall be terminated. In the event this Lease is terminated in accordance with the provisions of this Section 6.04(a), Tenant shall remain liable to Landlord for damages in an amount equal to the rent and other sums which would have been owing by Tenant hereunder for the balance of the term had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to such termination, after deducting all Landlord's reasonable expenses including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting. Landlord shall be entitled to collect such damages from Tenant monthly on the days on which the rent and other charges would have been payable hereunder if this Lease had not been terminated. Alternatively, at the option of the Landlord, in the event this Lease is so terminated, Landlord shall be entitled to recover forthwith against Tenant as damages for loss of the bargain, and not as a penalty, an aggregate sum, which at the time of such termination of this Lease represents the excess, if any, of the aggregate of the rent and all other charges payable by Tenant hereunder that would have accrued for the balance of the term, discounted to the then present value of such aggregate sum, plus that portion of any leasing commission paid by Landlord for which is applicable to the unexpired Term, less the amount of loss for such period that Tenant proves could be reasonably avoided. (B) Re -enter and take possession of the Premises or any part thereof, and repossess the same as Landlord's former estate and expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or preceding breach of covenants or conditions. 35178- 20130 -102 12 Should Landlord elect to re -enter as provided in this Section 6.04(B) or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Premises or any part thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term of this Lease) and on such conditions and upon other terms (which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in its sole discretion, may determine, and Landlord may collect and receive the rents therefor. Landlord shall in no way be responsible or liable for any failure to relet the Premises, or any part thereof, or for any failure to collect any rent due upon such reletting. No such re -entry or taking possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention be given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law constitutes an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right following any such re -entry and /or reletting to exercise its right to terminate this Lease by giving Tenant such written notice, in which event the Lease will terminate as specified in said notice. In the event that Landlord does not elect to terminate this Lease but takes possession as provided for in this Section 6.04(B), Tenant shall pay to Landlord the rent and other charges as herein provided which would be payable hereunder if such repossession had not occurred, less the net proceeds, if any, of any reletting of the Premises after deducting all Landlord's reasonable expenses including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting. Tenant shall pay such rent and other sums to Landlord monthly on the days on which the rent would have been payable hereunder if possession had not been retaken. No payments of money by Tenant to Landlord after the expiration or other termination of the Term or after the giving of any such notice by Landlord to Tenant shall reinstate or continue to extend the Term, or make ineffective any notice given to Tenant prior to the payment of such money. After the service of notice or the commencement of a suit, or after final judgment granting Landlord possession of the Premises, Landlord may receive and collect any sums due under the Lease, and the payment thereof shall not make ineffective any notice, or in any manner affect any pending suit or any judgment theretofore obtained. Section 6.05 Damage by Fire or Other Casualty If the Premises shall be damaged by fire or other casualty not arising from the fault or negligence of Tenant or its servants, agents, employees, invitees or licensees, except as otherwise provided by this Section 6.05, the damages shall be repaired by and at the expense of Landlord with reasonable promptness; provided always, however, and upon the express condition that there are funds available to Landlord from casualty insurance policy proceeds actually paid to and received by Landlord for such repair work; and provided further that such duty to repair by Landlord shall at all times be subject to obtaining all necessary government approvals and subject to the approval and consent of the then 35178- 20130 -102 13 mortgagee and the willingness of such mortgagee to make the proceeds of casualty insurance policies payable to such mortgagee available to Landlord for such purposes. The Minimum Rent and other charges shall be equitably abated until such repairs shall be made according to the part of the Premises which is usable by Tenant. Tenant shall repair or replace its own improvements, furniture, trade fixtures and equipment. Landlord shall not be liable for any delay caused by governmental action, or lack thereof, shortages or unavailability of materials and /or supplies, labor disputes, strikes, slowdowns, job actions, picketing, secondary boycotts, fire or other casualty, delays in transportation, acts of God, requests of any governmental agencies or authorities, acts of declared or undeclared war, public disorder, riot, or civil commotion, or due to any cause beyond the reasonable control of Landlord. If the Premises are totally damaged or are rendered wholly untenantable by fire or other casualty, or if Landlord's architect certifies that it cannot be repaired within one hundred eighty (180) days of the casualty, or if Landlord shall decide not to repair the same, or shall decide to demolish the Premises or not to rebuild it, then Landlord shall, within ninety (90) days after such fire or other casualty, give Tenant notice of such decision, and thereupon the Term shall expire ten (10) days after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. If Landlord does not substantially complete the repair and restoration of the Premises within twelve (12) months from the date of the casualty (subject to excusable delays), Tenant shall have the right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not less than thirty (30) days prior to the expiration of the aforesaid twelve (12) month period. Tenant waives the benefit of any statutes of the state allocating insurance proceeds or requiring application thereof in specific ways or relieving Tenant of rental obligations and agrees that Tenant will not be relieved of the obligations to pay the Minimum Rent or any other charges in case of damage to or destruction of the Premises, except as provided by this Lease. Anything contained in this Lease to the contrary notwithstanding, Landlord shall not be obligated to expend any funds in connection with any repair or restoration work in excess of the proceeds of insurance policy payments which are made available to Landlord by insurance carriers and by any mortgagee of the Premises. Landlord's obligations in connection with such repair and /or restoration work shall and are hereby strictly limited to the replacement of the basic building area as demised by Landlord to Tenant as of the Commencement Date of the Term hereof and in no event shall Landlord be obligated to replace, repair or restore any improvements to the Premises or alterations thereof installed therein by or on behalf of Tenant, nor shall Landlord be obligated in any event whatsoever to replace, repair, or restore Tenant's leasehold improvements, personal property, furniture, fixtures, equipment or the like. Tenant shall give immediate written notice to Landlord of any damage caused to the Premises by fire or other casualty. Section 6.06 Subrogation Notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby mutually waive and release their respective rights of recovery against one another and their officers, agents and employees for any damage to real or personal property, including resulting loss of use, interruption of business, and other expenses occurring as a result 35178- 20130 -102 14 of the use or occupancy of the Premises to the extent of insurance coverage which would be included in a standard "all -risk" or special form policy of property insurance. Landlord and Tenant agree that all policies of insurance obtained by them pursuant to the terms of this Lease shall contain provisions or endorsements thereto waiving the insurer's rights of subrogation with respect to claims against the other, and, unless the policies permit waiver of subrogation without notice to the insurer, each shall notify its insurance companies of the existence of the waiver and indemnity provisions set forth in this Lease. ARTICLE VII. Miscellaneous Provisions Section 7.01 Administrative Service Charges Tenant recognizes that its failure to timely pay all of its obligations set forth in this Lease will result in and cause monetary losses to Landlord above and beyond the amount unpaid by Tenant. Therefore, in addition to all other remedies provided Landlord, any and all payments, whether for rentals due or other charges, adjustments or assessments, which shall remain unpaid by the tenth (10th) day of the month in which such payments shall be due, shall be subject to an administrative service charge of fifteen percent (15 %) of the total amount then due. Section 7.02 Late Charges In addition to all other remedies provided Landlord, and in addition to the administrative service charge herein described, all amounts which shall remain unpaid ten (10) days after their due dates shall bear interest at the rate of ten percent (10 %). Section 7.03 Holding Over If, with Landlord's written consent, Tenant remains in possession of the Premises after the expiration or other termination of the Term, Tenant shall be deemed to be occupying the Premises on a month -to -month tenancy only, at a monthly rental equal to one and ten hundredths (1.10) times the last Minimum Rent and other charges payable hereunder or such other rental as is stated in such written consent, and such month -to -month tenancy may be terminated by Landlord or Tenant on the last day of any calendar month by delivery of at least ten (10) days' advance notice of termination to the other. If, without Landlord's written consent, Tenant remains in possession of the Premises after the expiration or other termination of the Term, Tenant shall be deemed to be occupying the Premises upon a tenancy at will only, at a monthly rental equal to one and one -half (1.5) times the last Minimum Rent and other charges payable hereunder. Such tenancy at will may be terminated by Landlord at any time by notice of termination to Tenant, or by Tenant on the last day of any calendar month by at least three (3) days' advance notice of termination to Landlord. Section 7.04 Notices. Any notices and demands required or permitted to be given by either party to the other pursuant to this Lease shall be in writing and shall be sent by United States mail, with proper postage prepaid, certified mail, return receipt requested, addressed to the parties at the respective addresses set out below or delivered in person to same: 35178- 20130 -102 15 Landlord: WoodCo Realty, L.L.C. ATTN: John D. Woods, Sr. 707 17th Street, Suite 3730 Denver, CO 80202 Tenant: Telelink Systems, Inc. ATTN: Ms. Kama Price 707 17th Street, Suite 3730 Denver, CO 80202 Either party hereto may change its payment and notice addresses at any time by giving notice thereof to the other party in accordance with this Section 7.04. The foregoing notice provisions shall in no way prohibit notice from being given as provided in the Rules of Civil Procedure of the state of Colorado, as the same may be amended from time to time. Section 7.05 Venue All monetary obligations of Landlord and Tenant (including, without limitation, any monetary obligation of Landlord or Tenant for any breach of the respective covenants, duties, or obligations of Landlord or Tenant hereunder) are performable exclusively in Pueblo County, Colorado, and Landlord and Tenant agree that the venue for all actions or causes of actions relating to this Lease shall be in such county. Each party waives all rights to claim that venue for any such action or cause of action lies in any place other than said county. Section 7.06 Statutory Remedies Waiver Tenant hereby waives and releases each and every right it may now or in the future have under civil statutes, including, but not limited to, any right Tenant may have had to a lien against Landlord's property or rents due under the Lease in the event of a breach by Landlord of the terms of this Lease. Section 7.07 Brokerage Each of the parties hereto represents and warrants to the other that it has dealt with no broker, and only with each other and their direct employees, in connection with the negotiation or execution of this Lease. Each of the parties agrees to indemnify and hold the other harmless from and against any and all damages, losses, costs, or expenses including, without limitation, all attorneys' fees and disbursements incurred by reason of any claim of or liability to any other broker or other person claiming by, through or under each of them, respectively, for commissions or other compensation or charges with respect to the negotiation, execution and delivery of this Lease. Section 7.08 Jury Trial Waiver Landlord and Tenant do hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the Parties against the other on any matter whatsoever arising out of or in any connection with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, and /or any claim for injury or damage, or any emergency or statutory remedy. Section 7.09 Force Majeure Any obligation of Landlord (excluding financial obligations) which is delayed or not performed due to acts of God, strike, riot, shortages of labor or materials, war (whether declared or undeclared), governmental laws, regulations or restrictions, governmental action, or lack thereof, or any other causes of any kind whatsoever which are beyond Landlord's reasonable control, shall not constitute a default hereunder and shall be performed within a reasonable time after the end of such cause for delay or nonperformance. 35178- 20130 -102 16 Section 7. 10 Severability If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be illegal, invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and all other terms and provisions of the Lease shall be valid and enforced to the fullest extent permitted by law. Section 7.11 No Set -Off This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent, and not dependent, and Tenant shall not be entitled to any set -off of the rent or other amounts owing hereunder against Landlord if Landlord fails to perform its obligations set forth herein; provided, however, the foregoing shall in no way impair the right of Tenant to commence a separate action against Landlord for any violation by Landlord of the provisions hereof so long as notice is first given to Landlord and any holder of a mortgage or a deed of trust then covering the Premises or any portion thereof and a reasonable opportunity is granted to Landlord and such holder to correct such violation. Section 7.12 Relationship of Parties Nothing contained in this Lease shall create any relationship between the parties hereto other than that of Landlord and Tenant, and it is acknowledged and agreed that Landlord in no way or for any purpose becomes a partner of Tenant in the conduct of its business, or a joint venture or a member of a joint or common enterprise with Tenant. Section 7.13 Successors Bound Except as specifically provided herein, the covenants, terms, and conditions contained in this Lease shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Section 7.14 Interpretation (A) Whenever in this Lease any words of obligation or duty are used, such words or expressions shall have the same force and effect as though made in the form of covenants. (B) Words of any gender used in this Lease shall be held to include any other gender, and words in the singular number shall be held to include the plural, when the sense requires. (C) All pronouns and any variances thereof shall be deemed to refer to the neuter, masculine, feminine, singular or plural as the identity of the Tenant requires. (D) This Lease shall be strictly construed neither against Landlord nor Tenant. No remedy or election given by any provision in this Lease shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative with all other remedies in law or equity as otherwise specifically provided. Each provision hereof shall be deemed both a covenant and a condition and shall run with the land. 35178 - 20130.102 17 (E) If, and to the extent that, any of the provisions of any amendment, modification or rider to this Lease conflict or are otherwise inconsistent with any of the preceding provisions of this Lease, whether or not such inconsistency is expressly noted, the provisions of such amendment, modification or rider shall prevail. (F) Tenant agrees that all of Tenant's covenants and agreements herein contained providing for the payment of money and Tenant's covenant to remove mechanics' liens shall be deemed conditions as well as covenants, and that if default be made in any such covenants, Landlord shall have all of the rights provided for herein. (G) The Parties mutually agree that the headings and captions contained in this Lease are inserted for convenience of reference only, and are not to be deemed part of or to be used in construing this Lease. (H) Landlord has made no representations or promises with respect to the Premises except as expressly contained herein. Tenant has inspected the Premises and agrees to take the same in an "as -is" condition. Landlord shall have no obligation to do any work in and to the Premises to render them ready for occupancy and use by Tenant. Section 7.15 Time of the Essence Time is of the essence hereof and each party shall perform its obligations and conditions hereunder within the time hereby required. Section 7.16 Easements The Landlord shall have the right to grant any easements on, over, under and above the Premises for such purposes as Landlord determines, provided that such easements will not materially interfere with Tenant's business. Section 7.17 Short Form Lease Tenant shall not record this Lease or a memorandum hereof without the prior written consent of Landlord. Upon Landlord's request, Tenant agrees to execute and acknowledge a short form lease for recordation indicating the names and addresses of Landlord and Tenant, a description of the Premises, the Term of the Lease, the Commencement and Termination Dates, and options for renewal, if any, but omitting rent and other terms of this Lease. Section 7.18 Assignment of Rents. Leases Tenant agrees to an assignment by Landlord of rents and of the Landlord's interest in this Lease to a mortgagee, if the same be made by Landlord. Tenant further agrees that, in the event of such assignment, Tenant shall give to said mortgagee a copy of any request for performance by Landlord or notice of default by Landlord; and, in the event Landlord fails to cure such default, Tenant shall give such mortgagee a reasonable period, commencing on the last day on which Landlord could cure such default, in which to cure same. Section 7.19 Intent of the Parties - Net Lease It is the intent of the parties hereto that this Lease be a Net Lease with Landlord incurring no obligation, monetary or otherwise, which is not specifically and expressly provided for herein. 35178- 20130-102 18 Section 7.20 Environmental Provisions (A) Covenants and Agreements Tenant covenants and agrees from the date hereof and so long as this Lease shall remain in effect not to cause or permit the presence, use, generation, release, discharge, storage, disposal or transportation of any Hazardous Materials (as hereinafter defined) on, under, in, about, to, or from the Premises by Tenant, Tenant's agents, representatives, employees, contractors, guests, licensees or invitees, except for the storage and dispensing of petroleum products incident to Tenant's use of the Premises as described in Section 1.05 above. Notwithstanding the foregoing, Tenant hereby covenants and agrees to promptly remove from the Premises, any Hazardous Materials discovered thereon which have been used, discharged, disposed of or stored thereon by Tenant or Tenant's agents, representatives, employees, contractors, guests, licensees or invitees, and to comply in all respects with any and all federal, state, and local governmental laws, codes, ordinances, and regulations governing such removal and disposal, whether now in effect or hereafter enacted, with title to all such Hazardous Materials to remain, and be stored or disposed of, in Tenant's name. As used herein, the term "Hazardous Materials" shall include, without limitation, asbestos or any substance containing asbestos and deemed hazardous under any Hazardous Material Law (defined below), the group of organic compounds known as polychlorinated biphenyls, flammable explosives, radioactive materials, chemicals known to cause cancer or reproductive toxicity, pollutants, effluents, contaminants, emissions or related materials and any items included in the definition of hazardous or toxic waste, materials or substances under any law relating to environmental conditions and industrial hygiene, whether now in effect or hereafter enacted, including, without limitation, the Resource Conservation and Recovery Act of 1976 ( "RCRA "), 42 U.S.C. §6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "), 42 U.S.C. § §9601 -9657, as amended by the Superfund Amendments and Reauthorization Act of 1986 ( "SARA "), the Hazardous Materials Transportation Act, 49 U.S.C. §6901 et seq., the Federal Water Pollution Act, 33 U.S.C. §7401, et seq., the Toxic Substances Control Act, 15 U.S.C. § §2601 -2629, the Safe Drinking Water Act, 42 U.S.C. § §300f -300j, and all similar federal, state and local environmental statutes, ordinances, and the regulations, orders, decrees now or hereafter promulgated thereunder (collectively, the "Hazardous Material Law "). (B) Environmental Indemnification Tenant agrees to indemnify and forever hold harmless Landlord, its agents, successors, and assigns, and Landlord's mortgagee(s), as their interests may appear, from all claims, losses, damages, expenses and costs, including, but not limited to, attorneys' fees and cleanup costs, incurred by reason of Tenant's use, storage, maintenance or removal of Hazardous Materials in, on, or about the Premises, or any part thereof. Landlord agrees to indemnify and forever hold harmless Tenant, its successors and assigns, from all claims, losses, damages, expenses and costs, including, but not limited 35178- 20130 -102 19 to, attorneys' fees and cleanup costs, incurred by reason of Landlord's use, storage, maintenance or removal of Hazardous Materials in, on, or about the Premises or any part thereof. (C) Remedial Work In the event any investigation or monitoring of site conditions or any clean -up, containment, restoration, removal, or other remedial work (collectively, the "Remedial Work ") is required under any applicable federal, state or local law or regulation, by any judicial order, or by any governmental entity, or in order to comply with any agreements affecting the Premises because of, or in connection with, any occurrence or event described in subparagraph 7.21(A) above, Tenant shall perform or cause to be performed the Remedial Work in compliance with such law, regulation, order or agreement. All Remedial Work shall be performed by one or more contractors, selected by Landlord and under the supervision of a consulting engineer selected by Landlord in accordance with the remediation plan promulgated by an environmental consulting firm. In the event Tenant shall fail to timely commence, or cause to be commenced or fail to diligently prosecute to completion, such Remedial Work, Landlord may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith shall be costs within the meaning of subparagraph 7.21(B) above. All such costs shall be due and payable upon demand by Landlord. (D) Notice of Claim Tenant shall give notice to Landlord of any claim, action, administrative proceeding (including, without limitation, informal proceedings), or other demand by any governmental agency or other third party involving Hazardous Materials, costs and /or Remedial Work at the time such claim or other demand first becomes known to Tenant. Receipt of any such notice shall not be deemed to create any obligation on Landlord to defend or otherwise respond to any claim or demand. (E) Survival The provisions of this Section 7.21 shall be in addition to any other obligations and liability Tenant may have to Landlord at law or equity and shall expressly survive the expiration of the Term or other termination of this Lease. Section 7.21 Status Statement Upon written request by Landlord, Tenant hereby agrees to deliver within fifteen (15) days after such request, a certificate to Landlord or to any proposed mortgagee or purchaser as designated by Landlord, in the form supplied, stating (if such be the case) that: (I) This Lease is unmodified and in full force and effect, or if there have been any modifications, that this Lease is in full force and effect as modified and identify the modification agreements, or if this Lease is not in full force and effect, the certificate shall so state; (J) The Commencement Date of the Term and the Termination Date and the terms of any extension options Tenant has, if any; 35178- 20130 -102 20 (K) The date to which the rent has been paid under this Lease; (L) The amount of the security deposit, if any, being held by Landlord; (K Whether or not there exists any default by Tenant in payment of any rent or other sum of money under this Lease; (1) Whether or not there exists any default by Landlord or Tenant under this Lease with respect to which a notice of default has been served, and if there is any such default, specifying the nature and extent thereof; and (0) Any other information reasonably requested by Landlord or its mortgagee or purchaser. In the event that Tenant should fail or refuse to sign a certificate in accordance herewith within fifteen (15) days following written request by Landlord, the Landlord shall have the authority to sign such a certificate as Tenant's attorney -in -fact for limited purpose, it being stipulated that such power of attorney is coupled with an interest in Landlord and is irrevocable. Section 7.22 Definition of Lease "Lease" or "this Lease" shall mean and consist of this Lease and the following Exhibits: Exhibit A: Legal Description (Page 1) Site Plan (Page 2) Exhibit B: Tenant Acceptance Letter Tenant: TELELINK SYSTEMS, INC., a Colorado corporation Landlord: WOODCO REALTY, L.L.C., a Colorado limited liability company By: d Its: woobs j— A ...� 35178- 20130 -102 21 EXHIBIT A -1 LEGAL DESCRIPTION Lot 9 and the West 18 feet of Lot 10, Block 32, of the Town, now the City of PUEBLO, TOGETHER with the North 10 feet of Second Street Adjoining, County of Pueblo, State of Colorado 35178- 20130 -102 EXHIBIT A -2 SITE PLAN 35178- 20130 -102 EXHIBIT B TENANT ACCEPTANCE LETTER Lease Dated: Effective y '�- - 1 - 7V . ) 1995 Landlord: WOODCO REALTY, L.L.C., a Colorado limited liability company Tenant: TELELINK SYSTEMS, INC., a Colorado corporation Premises: 225 West 2nd Street, Pueblo, CO The undersigned, Tenant under the above described Lease, confirms, as of the date hereof, the following: (1) That it is in full and complete possession of the Premises, such possession having been delivered by the Landlord and been accepted by the undersigned on �* c y , 1995. (2) That the Premises are made available for use of the undersigned, its employees and invitees. (3) That all duties of an inducement nature required of Landlord in said Lease have been fulfilled. (4) That said Lease is in full force and effect; that there are no existing defaults on the part of the Landlord under the terms thereof except as follows (if none, so indicate): None. (5) That no rents have been prepaid except as provided in Lease; that the undersigned does not now have or hold any claims against Landlord which might set off or work as a credit against future accruing rents. (6) That rents provided in said Lease commence to accrue the / day of T , 1995 and such date shall be the Commencement Date. () That the Term of said Lease is one hundred twenty (120) months and the Termination Date is the / day of sr�� , 2005. Tenant: TELELINK SYSTEMS, INC. a Colorado corporation By: 62::_ Date: 35178- 20130 -102 City of Pueblo OFFICE OF THE CITY ATTORNEY 127 Thatcher Building PUEBLO, COLORADO 81003 TO: Gina Dutcher, City Clerk FROM: City Attorney RE: Telelink Systems, Inc. DATE: August 31, 1995 Please file the following document relating to Telelink Systems, Inc. in your file with the Resolution approving the August 28, 1995 Agreement between Telelink Systems, Inc. and the City: (a) Deed of Trust executed by WOODCO REALTY, LLC and recorded August 24, 1995 in Book 2826, Page 574 of the records of the Pueblo County Clerk and Recorder. If you have any questions, please call me. Very truly yours, Thom _ - sm enc. Rornedcol at n'rl —L M Reception #: 1091190 Date: 08/24/1995 Time: 1236 Book: 2826 Page: 574 Chris C. Munoz Inst: TD R Fee: 5.00 D Fee: 0.00 SC: 1.00 Pg: 1 of 1 Pueblo Co.Clk. &Rec. THIS DEED OF TRUST, Made this 18th day August 19 95 between WOODCO REALTY, LLC the grantor herein whose address is 707 17th Street, Suite 3730 Denver, CO 80202 County of Denver and State of Colorado, and the PUBLIC TRUSTEE of the County or City and County in which the property described below is situated, in the State of Colorado, the payment and o pe * rformance of thi Witnesseth: The Grantor to secure/ promissory n eXt3iX4, for the total principal sum of ,Seven Hundred Ninety -Five Thousand and No/100 $ 7 9 5 , 0 0 0. 0 0) dollars, payable to the order of PUEBLO, A MUNICIPAL CORPORATION the beneficiary herein whose address is 1 City Hall Place, Pueblo , Colorado 81 after the date thereof, with interest thereon from the date thereof at the rateXXXXXXX�44R4�pp4lst44CkRSb £}PX7�& specified in the promissory note *, payable in accordance with the provisions of the promissory note* does hereby grant and convey unto said Public Trustee the following described property, situate in the County of Pueblo , State of Colorado, to wit: Lot 9 and the West 18 feet of Lot 10, Block 32, of the Town, now the City of Pueblo, together with the North 10 feet of Second Street adjoining, *For purposes of this Deed of Trust, the term "promissory Note" or "note" means the Agreement dated August 28, 1995 between Pueblo, a Municipal Corporation and TeleLink Systems, Inc., a Delaware Corporation (the "Agreement "). This Deed of Trust is given to secure the performance and payment under the Agreement by TeleLink Systems, Inc. and Grantor. also known as street and number 225 West 2nd Street, Pueblo, Colorado, 81003. TO HAVE AND TO HOLD the same together with all appurtenances, in trust nevertheless, that in case of default in the payment of said note or any part thereof or interest thereon, or in the performance of any covenants hereinafter set forth, then upon the beneficiary (note holder) filing notice of election and demand for sale, r said Public Trustee, after advertising notice of said sale weekly, for not less than four weeks, in some newspaper of general circulation in said county, shall sell said property in the manner provided by law in effect at the time of filing said notice and demand, at public auction for cash, at any proper place designated in the notice of sale. Out of the proceeds of said sale said Trustee shall retain or pay first all fees, charges and cos and all moneys advanced for taxes, insurance and assessments, or on any prior encumbrance, with interest thereon, and pay the principal and interest due on said note, rendering the overplus (if any) unto the grantor; and after the expiration of the time of redemption, said Trustee shall execute and deliver to the purchaser a deed to the property sold. The beneficiary may purchase said property or any part thereof at such sale. The grantor covenants that at the time of delivery of these presents, he is seized of said property in fee simple, and that said property is free of encumbrances, except none and that he will keep all buildings insured for fue and extended coverage in amount equal to the unpaid balance of said note with loss payable to the beneficiary, and will pay all taxes and assessments against said property and amounts due on prior encumbrances, and if he shall fail to pay insurance premiums, taxes or amounts due on prior encumbrance, the beneficiary may pay the same and all amounts so paid shall become additional indebtedness due hereunder; and in case of for eclosure, he will pay an attorney's fee - in a reasonable amount Should the beneficiary hereunder be made a party to any action affecting this deed of trust or the title to said property, the grantor agrees that all court costs and a reasonable attorney's fee paid by the beneficiary shall become additional indebtedness due hereunder; and the grantor does hereby release and waive all claims in said property as a homestead exemption or other exemption now or hereafter provided by law. It is agreed that in case of default in payment of said principal or interest or a breach of any of the covenants herein, then said principal sum hereby secured and interest thereon may at the option of the beneficiary become due and payable at once, anything in said note to the contrary notwithstand- ing and possession of said property will thereupon be delivered to the beneficiary, and on failure to deliver such possession the beneficiary shall be entitled to a receiver for said property, who may be appointed by any court of competent jurisdiction. Whenever used herein the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. All of the covenants herein shall be binding upon the respective heirs, personal representatives, successors and assigns of the parties hereto. Should any provision of this Deed of Trust be found to violate the statutes or court decisions of the State of Colorado, or of the United States, such provision shall be deemed to be amended to comply with and conform to such statutes and decisions. Executed the day and year first above written. WOODCO REALTY, LLC a Colorado Limited Liability Company and ,7 - ._-- iC±ty - . and — __-- county of_ --- -Denver s s. _..... The foregoing instrument was acknowledged before me this M — T_ S_t__ J 1 t e:ld,_3 ,J- i`,1'Ulz7s �' / / ✓a/'.. lt� - ,l� �/� GL �� }, ommissionaexpres �4 p�rf11t11t i�Mi�- {yrVA' Colorado Limited Witness my hand s doff`gF.1 i; t©)✓r. �•.,`' VCt Liability Company. ° "" "• aL day of R a ss C >� and Ux i I & LLC ly a 1. 199 Notary Public. No. 923 -B Rev. ' 78 — DEED OF TRUST TO PUBLIC TRUSTEE. (No — Due on Saf4ClanaRlllfr3hort Form — Bradford Publishing, 5825 W. 6th Ave., Lakewood, CO 80214 — (303) 233- 6900 3 -82